[CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section clarifies that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ - Forward-looking statements are based on current expectations and projections, but **actual results may vary materially** due to known and unknown risks, uncertainties, and assumptions[10](index=10&type=chunk)[12](index=12&type=chunk) - Such statements include, but are not limited to, possible business combinations, financing, performance of target businesses, retention of key personnel, and financial performance[10](index=10&type=chunk)[11](index=11&type=chunk)[13](index=13&type=chunk) [PART I](index=5&type=section&id=PART%20I) This part details the company's business as a blank check company, associated risks, properties, and legal status [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The company is a blank check company formed to effect a business combination, with no operations or revenue to date - The company is a blank check company formed to effect a business combination, with **no current operations or revenue**[16](index=16&type=chunk) **IPO and Capital Raised** | Item | Amount | Date | Source | | :--- | :--- | :--- | :--- | | IPO Gross Proceeds | $690,000,000 | July 1, 2019 | 69,000,000 units at $10,00/unit | | Private Placement Warrants | $15,800,000 | Concurrently with IPO | 15,800,000 warrants at $1,00/warrant | | Trust Account Deposit | $690,000,000 | Post-IPO | IPO proceeds + private placement warrants | | Funds available for business combination (as of Dec 31, 2019) | ~$673,924,000 | Dec 31, 2019 | After deferred underwriting fees | - The company must complete an initial business combination with a fair market value equal to **at least 80% of the net assets** held in the trust account[24](index=24&type=chunk) - The company is an 'emerging growth company' and intends to take advantage of extended transition periods for new accounting standards and other reporting exemptions[27](index=27&type=chunk)[28](index=28&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - The company's success may depend entirely on the future performance of a single business after the initial business combination, leading to a **lack of diversification risk**[32](index=32&type=chunk)[34](index=34&type=chunk) - Public stockholders will be provided with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account[37](index=37&type=chunk) - If the company is unable to complete its initial business combination by July 1, 2021, it will **liquidate and redeem public shares**, with warrants expiring worthless[57](index=57&type=chunk) - The sponsor has agreed to be liable for third-party claims that reduce the trust account below **$10,00 per public share**, with certain exceptions[63](index=63&type=chunk)[86](index=86&type=chunk) - Potential conflicts of interest exist due to the founder's (Michael Klein) and management's affiliations with M, Klein and Company, which may compete for acquisition opportunities[79](index=79&type=chunk)[84](index=84&type=chunk) - The company currently has two officers and does not intend to have any full-time employees prior to the completion of its initial business combination[88](index=88&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) This section outlines risks related to the company's blank check status, potential business combinations, and structure - The company has **no operating history or revenues**, making it difficult for investors to evaluate its ability to achieve its business objective[99](index=99&type=chunk) - Past performance by M, Klein and Company and members of the management team is **not indicative of future performance** or success in identifying a suitable business combination[100](index=100&type=chunk) - Public stockholders may not be afforded an opportunity to vote on the proposed initial business combination, and even if a vote is held, founder shares will participate, potentially leading to approval **without majority public stockholder support**[102](index=102&type=chunk)[103](index=103&type=chunk) - The ability of public stockholders to redeem their shares for cash may make the company's financial condition unattractive to potential business combination targets, potentially hindering or delaying a transaction[105](index=105&type=chunk)[106](index=106&type=chunk) - Failure to complete an initial business combination within the completion window (July 1, 2021) will result in liquidation, with public stockholders receiving approximately **$10,00 per share** (or less) and warrants expiring worthless[111](index=111&type=chunk)[112](index=112&type=chunk) - Insufficient funds outside the trust account could limit the search for a target business, and the company may depend on **non-obligatory loans** from its sponsor or management team[113](index=113&type=chunk)[114](index=114&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk) - Post-business combination, the company may be required to take write-downs, restructuring, or impairment charges, which could **significantly negatively affect its financial condition** and the price of its securities[133](index=133&type=chunk) - Third-party claims against the company could reduce the proceeds held in the trust account, potentially leading to a per-share redemption amount **less than $10,00**[134](index=134&type=chunk)[136](index=136&type=chunk) - **Conflicts of interest** may arise from officers' and directors' affiliations with other entities (e,g,, M, Klein and Company), potentially diverting business opportunities[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk)[185](index=185&type=chunk)[187](index=187&type=chunk) - The sponsor's significant investment in founder shares and private placement warrants creates a conflict of interest, as these would be **worthless if an initial business combination is not completed**[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - Issuing additional shares of Class A common stock or preferred stock, or incurring substantial debt, to complete a business combination could **dilute existing stockholders' interests** or negatively impact financial condition[165](index=165&type=chunk)[166](index=166&type=chunk)[194](index=194&type=chunk) - Lack of business diversification, if only a single business is acquired, may subject the company to numerous economic, competitive, and regulatory risks[196](index=196&type=chunk)[198](index=198&type=chunk) - The company's status as an 'emerging growth company' allows for exemptions from certain disclosure requirements, which might make its securities **less attractive to some investors**[226](index=226&type=chunk)[227](index=227&type=chunk) - Pursuing acquisition opportunities outside of the United States may introduce additional burdens and risks, including cross-border operational complexities, currency fluctuations, and political instability[234](index=234&type=chunk)[235](index=235&type=chunk) [Item 1B. Unresolved Staff Comments](index=63&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - No unresolved staff comments[238](index=238&type=chunk) [Item 2. Properties](index=63&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, NY, with costs covered by a monthly fee paid to a sponsor affiliate - Executive offices are located at 640 Fifth Avenue, 12th Floor, New York, NY 10019[239](index=239&type=chunk) - A monthly fee of **$20,000** is paid to an affiliate of the sponsor for office space, administrative and support services[239](index=239&type=chunk) [Item 3. Legal Proceedings](index=63&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - No material legal proceedings are currently pending or threatened against the company or its management[240](index=240&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[241](index=241&type=chunk) [PART II](index=64&type=section&id=PART%20II) This part covers market information for the company's securities, selected financial data, and management's analysis [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=64&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the trading of the company's securities on the NYSE and information on its equity structure **Securities Trading Information** | Security Type | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | CCX,U | New York Stock Exchange | | Class A Common Stock | CCX | New York Stock Exchange | | Warrants | CCX WS | New York Stock Exchange | - The company has not paid any cash dividends on its common stock to date and **does not intend to pay cash dividends** prior to the completion of its initial business combination[246](index=246&type=chunk) **Founder Shares and Private Placement Warrants Issuance** | Item | Shares/Warrants | Purchase Price | Date | | :--- | :--- | :--- | :--- | | Founder Shares (Class B common stock) | 17,250,000 | $25,000 (approx, $0,003/share) | May-June 2019 | | Private Placement Warrants | 15,800,000 | $15,800,000 ($1,00/warrant) | Concurrently with IPO | - The number of founder shares issued was determined based on the expectation that they would represent **20% of the outstanding shares** of common stock upon completion of the IPO[250](index=250&type=chunk) [Item 6. Selected Financial Data](index=66&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a summary of key financial data from inception through December 31, 2019 **Selected Financial Data (April 11, 2019 - December 31, 2019)** | Metric | Amount | | :--- | :--- | | **Income Statement Data:** | | | Loss from operations | $(744,859) | | Net income | $4,693,042 | | **Balance Sheet Data (as of Dec 31, 2019):** | | | Cash | $2,238,275 | | Marketable securities held in trust account | $695,295,418 | | Total assets | $697,836,358 | | Total liabilities | $21,638,123 | | Common stock subject to possible redemption | $671,198,229 | | Total stockholders' equity | $5,000,006 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations - The company has neither engaged in any operations nor generated any revenues to date, with activities focused on IPO preparation and identifying a target company for a business combination[262](index=262&type=chunk) - Non-operating income is generated in the form of **interest income** on marketable securities held in the trust account[262](index=262&type=chunk) **Financial Performance (April 11, 2019 - December 31, 2019)** | Metric | Amount | | :--- | :--- | | Net income | $4,693,042 | | Interest earned on marketable securities held in Trust Account | $6,639,430 | | Unrealized gain on marketable securities held in Trust Account | $45,988 | | Formation and operating costs | $744,859 | | Provision for income taxes | $1,247,517 | **IPO Proceeds and Transaction Costs** | Item | Amount | | :--- | :--- | | IPO Gross Proceeds | $690,000,000 | | Private Placement Warrants Proceeds | $15,800,000 | | Total Trust Account Deposit | $690,000,000 | | Total Transaction Costs | $34,319,807 | | - Underwriting Fees | $12,212,000 | | - Deferred Underwriting Fees | $21,371,000 | | - Other Costs | $736,807 | - As of December 31, 2019, **$695,3 million was held in the trust account**, primarily in U,S, Treasury Bills, with $1,39 million withdrawn for income taxes[267](index=267&type=chunk) - Funds held outside the trust account (**$2,24 million** as of December 31, 2019) are intended to be used to identify and evaluate target businesses, perform due diligence, and cover other related expenses[270](index=270&type=chunk) - The sponsor or its affiliates may loan funds for working capital deficiencies or transaction costs, which may be **convertible into warrants**[271](index=271&type=chunk) - Common stock subject to possible redemption is classified as temporary equity, and net income per common share is calculated using the **two-class method**, excluding redeemable shares from basic EPS[279](index=279&type=chunk)[280](index=280&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company was not subject to material market or interest rate risk as of December 31, 2019 - As of December 31, 2019, the company was **not subject to any material market or interest rate risk**[282](index=282&type=chunk) - The net proceeds in the trust account are invested in U,S, Treasury Bills with a maturity of 180 days or less or in certain money market funds, **limiting exposure to interest rate risk**[282](index=282&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=71&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the financial statements and supplementary data located after Item 15 of the Form 10-K - Financial statements and supplementary data are included following Item 15 of this Form 10-K[283](index=283&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=71&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There have been no changes in and disagreements with accountants on accounting and financial disclosure[284](index=284&type=chunk) [Item 9A. Controls and Procedures](index=72&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls and procedures were evaluated as effective, though a management report on internal controls is not included - The company's disclosure controls and procedures were evaluated as **effective** as of December 31, 2019[286](index=286&type=chunk) - This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the independent registered public accounting firm due to a **transition period** established by SEC rules for newly public companies[288](index=288&type=chunk) - There were **no changes** in the company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[289](index=289&type=chunk) [Item 9B. Other Information](index=73&type=section&id=Item%209B.%20Other%20Information) No other information is required to be disclosed under this item - No other information is required to be disclosed under this item[302](index=302&type=chunk) [PART III](index=73&type=section&id=PART%20III) This part provides information on directors, executive officers, corporate governance, compensation, and security ownership [Item 10. Directors, Executive Officers and Corporate Governance](index=73&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's management team, board structure, and corporate governance policies **Directors and Executive Officers** | Name | Age | Title | | :--- | :--- | :--- | | Michael Klein | 56 | Chief Executive Officer and Chairman of the Board of Directors | | Peter Seibold | 55 | Chief Financial Officer | | Jeremy Paul Abson | 52 | Director | | Glenn R, August | 58 | Director | | Mark Klein | 58 | Director | | Malcolm S, McDermid | 41 | Director | | Karen G, Mills | 66 | Director | - Michael Klein is the founder and managing partner of M, Klein and Company, and Peter Seibold is a managing director at M, Klein and Company, indicating **potential conflicts of interest**[304](index=304&type=chunk)[306](index=306&type=chunk) - The board of directors consists of six members, divided into **three classes with staggered three-year terms**[313](index=313&type=chunk) - Jeremy Paul Abson, Glenn R, August, Malcolm S, McDermid, and Karen G, Mills are determined to be **independent directors** under applicable SEC and NYSE rules[316](index=316&type=chunk) - The board of directors has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee, all composed **solely of independent directors**[321](index=321&type=chunk) - The company's amended and restated certificate of incorporation **renounces its interest in any corporate opportunity** offered to any director or officer unless such opportunity is expressly offered solely in their capacity as a director or officer of the company and is legally and contractually permitted[338](index=338&type=chunk)[345](index=345&type=chunk) **Conflicts of Interest (Summary of Affiliations)** | Name of Individual | Entity Name | Affiliation | | :--- | :--- | :--- | | Michael Klein | M, Klein and Company | Founder and Managing Member | | | Credit Suisse Group AG | Director | | | Clarivate Analytics | Director | | | Churchill Capital Corp III | Chief Executive Officer, President and Chairman of the Board of Directors | | Peter Seibold | M, Klein and Company | Managing Director | | Jeremy Paul Abson | TBG AG | President and Chief Financial Officer | | | Churchill Capital Corp III | Director | | Glenn R, August | Oak Hill Advisors | Founder, Senior Partner and Chief Executive Officer | | | Churchill Capital Corp III | Director | | Mark Klein | M, Klein and Company | Managing Member and Majority Partner | | | Sutter Rock Capital | Chief Executive officer and Director | | | Atlantic Alliance Partnership Corp, | Director | | | Churchill Capital Corp III | Director | | Malcolm S, McDermid | Emerson Collective | Managing Director | | | Churchill Capital Corp III | Director | | Karen G, Mills | MMP Group | President | | | Envoy Global | Vice Chair | | | Clarivate Analytics | Director | | | Churchill Capital Corp III | Director | [Item 11. Executive Compensation](index=85&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers or directors have received cash compensation for services rendered to the company - None of the executive officers or directors have received any **cash compensation** for services rendered to the company[355](index=355&type=chunk) - The company pays a monthly recurring expense of **$20,000** to an affiliate of its sponsor for office space, administrative, and support services, which will cease upon completion of the initial business combination or liquidation[355](index=355&type=chunk) - The sponsor, executive officers, directors, or their affiliates are reimbursed for **out-of-pocket expenses** incurred in connection with identifying potential target businesses and performing due diligence, with no cap on reimbursement[356](index=356&type=chunk) - After the completion of the business combination, any compensation to be paid to executive officers will be determined by a **compensation committee constituted solely by independent directors**[357](index=357&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=88&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of the company's common stock by its sponsor, management, and significant shareholders **Beneficial Ownership of Common Stock (as of March 26, 2020)** | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Outstanding Common Stock | | :--- | :--- | :--- | | Churchill Sponsor II LLC | 17,250,000 | 20% | | Michael Klein | 17,250,000 | 20% | | Linden Advisors LP | 3,808,569 | 5,5% | | MMCAP International Inc, SPC | 6,630,387 | 9,6% | | Polar Asset Management Partners Inc, | 3,800,000 | 5,5% | | Magnetar Financial LLC | 5,000,000 | 7,3% | | HGC Investment Management Inc, | 4,190,414 | 6,1% | | All officers and directors as a group (7 individuals) | 17,250,000 | 20% | - The sponsor beneficially owns **20,0%** of the issued and outstanding shares of common stock and has the right to elect all directors prior to the consummation of the initial business combination, exerting substantial influence over stockholder matters[364](index=364&type=chunk) - Founder shares (Class B common stock) will **automatically convert into shares of Class A common stock** on a one-for-one basis upon completion of a business combination, subject to certain adjustments[365](index=365&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=88&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines various related party transactions and the company's policies for their review and approval - The sponsor purchased **17,25 million founder shares for $25,000** and **15,8 million private placement warrants for $15,8 million**[369](index=369&type=chunk)[370](index=370&type=chunk) - Directors have an indirect economic interest in the founder shares and private placement warrants through their membership interest in the sponsor[372](index=372&type=chunk) - A **$300,000 promissory note** from the sponsor to cover IPO expenses was repaid on July 1, 2019[374](index=374&type=chunk) - The company pays an affiliate of its sponsor **$20,000 per month** for office space, administrative, and support services[375](index=375&type=chunk) - The sponsor, officers, and directors, or their affiliates, are reimbursed for out-of-pocket expenses incurred in connection with company activities, subject to quarterly review by the audit committee[376](index=376&type=chunk) - The sponsor or its affiliates may loan funds for transaction costs, with up to **$1,500,000 of such loans convertible into warrants** identical to private placement warrants[377](index=377&type=chunk) - The company has a registration rights agreement for founder shares, private placement warrants, and warrants issued upon conversion of working capital loans[380](index=380&type=chunk) - The **audit committee** is responsible for reviewing and approving related party transactions to determine if they impair director independence or present conflicts of interest[385](index=385&type=chunk) - For business combinations with affiliated entities, the company will obtain a **fairness opinion** from an independent investment banking or accounting firm[387](index=387&type=chunk) [Item 14. Principal Accounting Fees and Services](index=94&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details the fees paid to Marcum LLP, the independent registered public accounting firm, for audit services **Fees Paid to Marcum LLP (April 11, 2019 - December 31, 2019)** | Fee Type | Amount | | :--- | :--- | | Audit Fees | $72,510 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee, formed upon the consummation of the IPO, now **pre-approves all auditing services** and permitted non-audit services to be performed by the auditors[397](index=397&type=chunk) [PART IV](index=96&type=section&id=PART%20IV) This part lists the exhibits and financial statement schedules filed with the annual report [Item 15. Exhibits, Financial Statement Schedules](index=96&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the exhibits and financial statement schedules filed as part of the annual report on Form 10-K - The section lists various exhibits filed as part of the annual report, including corporate governance documents (Amended and Restated Certificate of Incorporation, Bylaws), warrant agreements, and indemnity agreements[400](index=400&type=chunk)[402](index=402&type=chunk) - It includes certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the **Sarbanes-Oxley Act**[403](index=403&type=chunk) [SIGNATURES](index=99&type=section&id=SIGNATURES) This section contains the official signatures authorizing the filing of the annual report - The annual report on Form 10-K was signed on behalf of Churchill Capital Corp II by Peter Seibold, Chief Financial Officer, on **March 26, 2020**[405](index=405&type=chunk)[406](index=406&type=chunk) [POWERS OF ATTORNEY](index=100&type=section&id=POWERS%20OF%20ATTORNEY) This section grants authority to designated individuals to sign and file the report on behalf of the directors - Each of the undersigned directors constitutes and appoints Michael Klein and Peter Seibold as **attorneys-in-fact** to sign and file this annual report on Form 10-K and related documents[408](index=408&type=chunk) - The section includes the signatures of Michael Klein (CEO, Chairman, Director) and Peter Seibold (CFO), along with other directors, confirming their positions and the signing date of March 26, 2020[410](index=410&type=chunk) [INDEX TO FINANCIAL STATEMENTS](index=101&type=section&id=INDEX%20TO%20FINANCIAL%20STATEMENTS) This section provides an index to the company's audited financial statements and the independent auditor's report [Report of Independent Registered Public Accounting Firm](index=102&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the company's financial statements - Marcum LLP issued an **unqualified opinion** on the accompanying financial statements of Churchill Capital Corp II as of December 31, 2019, and for the period from April 11, 2019 (inception) through December 31, 2019[414](index=414&type=chunk) - The audit was conducted in accordance with PCAOB standards, but **no opinion was expressed on the effectiveness of the Company's internal control** over financial reporting[416](index=416&type=chunk) [Balance Sheet](index=103&type=section&id=Balance%20Sheet) This statement presents the company's financial position as of December 31, 2019 **Balance Sheet Data (as of December 31, 2019)** | ASSETS | Amount | | :--- | :--- | | Cash | $2,238,275 | | Prepaid income taxes | $27,140 | | Prepaid expenses | $275,525 | | Total Current Assets | $2,540,940 | | Marketable securities held in Trust Account | $695,295,418 | | **TOTAL ASSETS** | **$697,836,358** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | Current liabilities – Accrued expenses | $257,466 | | Total Current Liabilities | $257,466 | | Deferred income tax payable | $9,657 | | Deferred underwriting fee payable | $21,371,000 | | **Total Liabilities** | **$21,638,123** | | Class A Common stock subject to possible redemption | $671,198,229 | | Preferred stock | — | | Class A Common stock | $238 | | Class B Common stock | $1,725 | | Additional paid-in capital | $305,001 | | Retained earnings | $4,693,042 | | **Total Stockholders' Equity** | **$5,000,006** | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** | **$697,836,358** | [Statement of Operations](index=104&type=section&id=Statement%20of%20Operations) This statement details the company's financial performance from inception through December 31, 2019 **Statement of Operations Data (April 11, 2019 - December 31, 2019)** | Metric | Amount | | :--- | :--- | | Operating and formation costs | $744,859 | | Loss from operations | $(744,859) | | Interest earned on marketable securities held in Trust Account | $6,639,430 | | Unrealized gain on marketable securities held in Trust Account | $45,988 | | Income before provision for income taxes | $5,940,559 | | Provision for income taxes | $(1,247,517) | | **Net income** | **$4,693,042** | | Weighted average shares outstanding, basic and diluted | 18,180,430 | | Basic and diluted net income per common share | $(0,01) | - Net income per common share calculation excludes interest income of **$4,868,674** attributable to shares subject to possible redemption[423](index=423&type=chunk) [Statement of Changes in Stockholders' Equity](index=105&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines the changes in stockholders' equity from inception through December 31, 2019 **Changes in Stockholders' Equity (April 11, 2019 - December 31, 2019)** | Item | Class A Common Stock (Shares) | Class A Common Stock (Amount) | Class B Common Stock (Shares) | Class B Common Stock (Amount) | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance – April 11, 2019 (inception) | — | $— | — | $— | $— | $— | $— | | Issuance of Founder Shares to Sponsor | — | — | 17,250,000 | $1,725 | $23,275 | — | $25,000 | | Sale of 69,000,000 Units, net of underwriting discount and offering expenses | 69,000,000 | $6,900 | — | — | $655,673,293 | — | $655,680,193 | | Sale of 15,800,000 Private Placement Warrants | — | — | — | — | $15,800,000 | — | $15,800,000 | | Common stock subject to possible redemption | (66,619,951) | $(6,662) | — | — | $(671,191,567) | — | $(671,198,229) | | Net income | — | — | — | — | — | $4,693,042 | $4,693,042 | | **Balance – December 31, 2019** | **2,380,049** | **$238** | **17,250,000** | **$1,725** | **$305,001** | **$4,693,042** | **$5,000,006** | [Statement of Cash Flows](index=106&type=section&id=Statement%20of%20Cash%20Flows) This statement presents the company's cash flows from inception through December 31, 2019 **Statement of Cash Flows (April 11, 2019 - December 31, 2019)** | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(2,027,918) | | Net cash used in investing activities | $(688,610,000) | | Net cash provided by financing activities | $692,876,193 | | **Net Change in Cash** | **$2,238,275** | | Cash – End of period | $2,238,275 | | Cash paid for income taxes | $1,265,000 | - Investing activities primarily included the investment of **$690,000,000** in the Trust Account and withdrawal of $1,390,000 to pay income taxes[428](index=428&type=chunk) - Financing activities included proceeds from the issuance of Class B common stock ($25,000), sale of IPO Units ($677,788,000), sale of Private Placement Warrants ($15,800,000), and a promissory note from a related party ($200,000), offset by repayment of the note and payment of offering costs[428](index=428&type=chunk) [Notes to Financial Statements](index=107&type=section&id=Notes%20to%20Financial%20Statements) These notes provide detailed information supporting the financial statements and accounting policies - The company is a blank check company, an early stage and emerging growth company, formed for a business combination, with no operations until its completion[431](index=431&type=chunk)[433](index=433&type=chunk) - The IPO of 69,000,000 units at $10,00 per unit and the sale of 15,800,000 private placement warrants at $1,00 per warrant resulted in **$690,000,000 being placed in the trust account**[434](index=434&type=chunk)[435](index=435&type=chunk)[437](index=437&type=chunk) - Transaction costs amounted to **$34,319,807**, including underwriting discount and deferred underwriting discount[436](index=436&type=chunk) - Public stockholders have **redemption rights** upon completion of a business combination or if no combination is completed by July 1, 2021 (or October 1, 2021), leading to liquidation[439](index=439&type=chunk)[444](index=444&type=chunk) - The sponsor waived redemption and liquidation rights for its Founder Shares but is liable for third-party claims that reduce the trust account below **$10,00 per Public Share**, with certain exceptions[443](index=443&type=chunk)[448](index=448&type=chunk) - The company has elected not to opt out of the **extended transition period** for complying with new or revised accounting standards as an emerging growth company[451](index=451&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity**, as its redemption rights are considered outside the company's control[457](index=457&type=chunk) - Net income per common share is computed using the **two-class method**, excluding shares subject to possible redemption from the calculation of basic net income per common share[460](index=460&type=chunk)[463](index=463&type=chunk) - Related party transactions include the sponsor's purchase of **17,250,000 Founder Shares for $25,000** and **15,800,000 Private Placement Warrants for $15,800,000**[470](index=470&type=chunk)[468](index=468&type=chunk) - An affiliate of the sponsor receives **$20,000 per month** for office space, administrative, and support services[474](index=474&type=chunk) - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination or earlier upon redemption or liquidation[487](index=487&type=chunk)[490](index=490&type=chunk) **Deferred Tax Liability (as of December 31, 2019)** | Item | Amount | | :--- | :--- | | Unrealized gain on securities | $(9,657) | | Total deferred tax liability | $(9,657) | | Valuation allowance | — | | **Deferred tax liability, net of allowance** | **$(9,657)** | **Income Tax Provision (April 11, 2019 - December 31, 2019)** | Item | Amount | | :--- | :--- | | Federal Current | $1,237,860 | | Federal Deferred | $9,657 | | State Current | — | | State Deferred | — | | Change in valuation allowance | — | | **Income tax provision** | **$1,247,517** | - The company follows ASC 820 for fair value measurements, classifying marketable securities held in the Trust Account as **Level 1**[499](index=499&type=chunk)[501](index=501&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38960 CHURCHILL CAPITAL CORP II (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (State or other jurisdiction of incorporation or organization) (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38960 CHURCHILL CAPITAL CORP II (Exact Name of Registrant as Specified in Its ...